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MERCER INTERNATIONAL INC.

For the period ended Jun 1, 2026. Filed Apr 21, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 1, 2026 · Filed Apr 21, 2026

MERC$0.26+4.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒
Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2026 Annual Meeting (the "Annual Meeting") of shareholders ("Shareholders") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, on June 1, 2026 at 10:00 a.m. (Vancouver time) (doors open at 9:30 a.m. (Vancouver time)) for the following purposes:

To elect nine directors to serve until the 2027 annual meeting of Shareholders;

To approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in these materials;

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026; and

To transact such other business as may properly come before the Annual Meeting.

For those who are not able to attend in person, the Company is offering a virtual Shareholder meeting in which Shareholders may listen to the Annual Meeting, submit questions and vote online at: www.meetnow.global/MP7FK25.

Only Shareholders of record at the close of business on March 26, 2026 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting in person or through the virtual meeting, we urge you to cast your vote and submit your proxy as promptly as possible by one of the methods below. Make sure to have your proxy card or voting instruction form in hand. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. A proxy may be revoked in the manner described in the accompanying proxy statement.

By using the Internet at•www.investorvote.com/merc(for registered Shareholders)•www.proxyvote.com (for beneficial Shareholders)By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada
By scanning the QR code provided in your proxy with your smartphoneBy mailing your signed proxy or voting instruction form

For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William D. McCartney

William D. McCartney

Chairperson

April 13, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 1, 2026: Our proxy statement and our 2025 Annual Report to Shareholders are available at www.mercerint.com/investors/reports-filings/. Additionally, you may access our proxy materials atwww.proxyvote.com or www.investorvote.com/merc, a site that does not have "cookies" that identify visitors to the site.

PROXY STATEMENT

TABLE OF CONTENTS

Notice Regarding Forward-Looking StatementsivHUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION41
Non-GAAP Financial Measuresiv
PROXY STATEMENT SUMMARYvINDEPENDENT COMPENSATION CONSULTANTS41
Annual Meeting InformationvREPORT OF THE HUMAN RESOURCES COMMITTEE41
Annual Meeting Agenda and Voting RecommendationsvCOMPENSATION DISCUSSION AND ANALYSIS42
Snapshot of Board NomineesviExecutive Compensation Objectives and Program Design43
Board Snapshotvii2026 Compensation Updates44
Board RefreshmentviiCOMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS45
Snapshot of Attributes of Director NomineesviiObjectives45
Corporate Governance HighlightsviiiKey Principles45
Fiscal 2025ixCompensation Mix45
Executive Compensation HighlightsxiiCompensation Components46
Variable Pay at RiskxiiCompensation Governance48
Selected 2026 Compensation UpdatesxiiiAnnual Compensation Process49
Advisory Resolution to Approve Our Executive CompensationxiiiTarget and Maximum Incentives and Realized Pay52
Independent Registered Public Accounting FirmxivShort-Term Incentive Program52
GENERAL INFORMATION1Long-Term Incentive Program55
PROPOSAL 1 – ELECTION OF DIRECTORS3Individual Officer Performance Evaluations and Measures58
Nominees for Election as Directors5Compensation Risk Management58
Majority Voting Policy in Uncontested Director Elections10Variable Pay at Risk59
Board Snapshot10Summary60
Board Tenure and Refreshment10How the Committee Considered the 2025 Advisory Vote on Our Compensation Program61
Snapshot of Attributes of Director Nominees11
Board Diversity11COMPENSATION DECISIONS AND OUTCOMES62
CORPORATE GOVERNANCE AND BOARD MATTERS12Fiscal 202562
Role of the Board12Fiscal 2025 Shareholder Returns65
Key Areas of Board Oversight12Fiscal 2025 Compensation65
Governance Guidelines, Code of Conduct and Other Policies Available on Our Website13Fiscal 2025 PSU Grant69
Vesting of Fiscal 2023 PSUs69
Board Meetings and Attendance15EXECUTIVE COMPENSATION TABLES70
Affirmative Determination Regarding Director Independence17Summary Compensation Table70
Board Leadership Structure17Narrative Disclosure to Summary Compensation Table71
Duties and Responsibilities of the Independent Chairperson18Grants of Plan-Based Awards Table72
Executive Sessions19Narrative Disclosure to Grants of Plan-Based Awards Table73
Committees of the Board19Outstanding Equity Awards at Fiscal Year-End Table73
Risk Oversight23Option Exercises and Stock Vested74
Data Privacy and Cybersecurity Risk Oversight25Non-Qualified Deferred Compensation74
Corporate Social Responsibility26Non-Qualified Deferred Compensation Table75
ESG Oversight28Potential Payments upon Termination or Change of Control75
Talent Management Oversight and Succession Planning29Narrative Discussion on Potential Payments upon Termination or Change of Control76
Diversity, Equity and Inclusion29
Our Director Nominations Process29Pay Versus Performance78
Board Size Considerations31Chief Executive Officer Pay Ratio81
Director Education32INFORMATION REGARDING EQUITY COMPENSATION PLANS82
Director Evaluation32Equity Compensation Plan Information82
Expectations of our Directors33PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION83
Shareholder Engagement33PROPOSAL 3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM84
Shareholder Communications with Board33
Complaint Procedure34Ratification of Independent Registered Public Accounting Firm84
Shareholding Guideline for Non-Employee Directors and NEOs34Fees of Independent Registered Public Accounting Firm84
Review and Approval of Related Party Transactions34Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services84
DIRECTORS' COMPENSATION35
Directors' Compensation35REPORT OF THE AUDIT COMMITTEE85
Non-Employee Director Incentive Program35COMMONLY ASKED QUESTIONS AND ANSWERS87
Director Compensation Table36FUTURE SHAREHOLDER PROPOSALS91
EXECUTIVE OFFICERS37INTERNET VOTING91
SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS39OTHER MATTERS91
Share Ownership of Certain Beneficial Owners39PROXY CARD92
Share Ownership of Directors and Executive Officers40

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